|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/12/19 PetIQ, Inc. 10-K 12/31/18 97:13M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.38M
2: EX-10.10 Material Contract HTML 61K
3: EX-21.1 Subsidiaries List HTML 35K
4: EX-23.1 Consent of Experts or Counsel HTML 29K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 33K
15: R1 Document and Entity Information HTML 57K
16: R2 Consolidated Balance Sheets HTML 120K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
18: R4 Consolidated Statements of Operations HTML 92K
19: R5 Consolidated Statements of Comprehensive Income HTML 43K
(Loss)
20: R6 Consolidated Statements of Cash Flows HTML 137K
21: R7 Consolidated Statements of Members?/Stockholders? HTML 118K
Equity
22: R8 Principal Business Activity and Significant HTML 271K
Accounting Policies
23: R9 Business Combination HTML 163K
24: R10 Property, Plant, and equipment HTML 62K
25: R11 Intangible Assets and Goodwill HTML 138K
26: R12 Debt HTML 85K
27: R13 Leases HTML 67K
28: R14 Income Taxes HTML 170K
29: R15 Earnings (loss) per Share HTML 69K
30: R16 Stock Based Compensation HTML 135K
31: R17 Stockholder's Equity HTML 52K
32: R18 Non-Controlling Interests HTML 81K
33: R19 Customer Concentration HTML 31K
34: R20 Commitments and Contingencies HTML 34K
35: R21 Segments HTML 214K
36: R22 Related Parties HTML 34K
37: R23 Quarterly information HTML 137K
38: R24 Employee Benefit Plan HTML 32K
39: R25 Principal Business Activity and Significant HTML 325K
Accounting Policies (Policies)
40: R26 Principal Business Activity and Significant HTML 222K
Accounting Policies (Tables)
41: R27 Business Combination (Tables) HTML 152K
42: R28 Property, Plant, and equipment (Tables) HTML 61K
43: R29 Intangible Assets and Goodwill (Tables) HTML 138K
44: R30 Debt (Tables) HTML 75K
45: R31 Leases (Tables) HTML 64K
46: R32 Income Taxes (Tables) HTML 165K
47: R33 Earnings (loss) per Share (Tables) HTML 63K
48: R34 Stock Based Compensation (Tables) HTML 130K
49: R35 Non-Controlling Interests (Tables) HTML 76K
50: R36 Segments (Tables) HTML 214K
51: R37 Quarterly information (Tables) HTML 137K
52: R38 Principal Business Activity and Significant HTML 30K
Accounting Policies - (Details)
53: R39 Principal Business Activity and Significant HTML 37K
Accounting Policies - Fair value on a recurring
basis (Details)
54: R40 Principal Business Activity and Significant HTML 40K
Accounting Policies - Fair value on a contingent
consideration (Details)
55: R41 Principal Business Activity and Significant HTML 43K
Accounting Policies - Receivables and Credit
Policy (Details)
56: R42 Principal Business Activity and Significant HTML 36K
Accounting Policies - Inventories (Details)
57: R43 Principal Business Activity and Significant HTML 47K
Accounting Policies - PPNE (Details)
58: R44 Principal Business Activity and Significant HTML 36K
Accounting Policies - Intangible Assets (Details)
59: R45 Principal Business Activity and Significant HTML 30K
Accounting Policies - Deferred Acquisition
Liability (Details)
60: R46 Principal Business Activity and Significant HTML 57K
Accounting Policies - Disaggregation of revenue
(Details)
61: R47 Principal Business Activity and Significant HTML 33K
Accounting Policies - Research and Development and
Advertising Costs (Details)
62: R48 Principal Business Activity and Significant HTML 32K
Accounting Policies - Interest expense, net
(Details)
63: R49 Principal Business Activity and Significant HTML 85K
Accounting Policies - Adopted Accounting Standard
Updates (?Asu?) (Details)
64: R50 Principal Business Activity and Significant HTML 34K
Accounting Policies - Recent accounting
pronouncements (Details)
65: R51 Business Combination - Narrative (Details) HTML 66K
66: R52 Business Combination - Total consideration HTML 118K
(Details)
67: R53 Business Combination - HTML 36K
Pro??Forma??Combined??Statements of Operations
(Details)
68: R54 Property, Plant, and equipment (Details) HTML 58K
69: R55 Intangible Assets and Goodwill - Intangible Assets HTML 69K
(Details)
70: R56 Intangible Assets and Goodwill - Estimated future HTML 41K
amortization expense (Details)
71: R57 Intangible Assets and Goodwill - Schedule of HTML 38K
Goodwill (Details)
72: R58 Debt (Details) HTML 130K
73: R59 Leases (Details) HTML 70K
74: R60 Leases - Narrative (Details) HTML 32K
75: R61 Income Taxes (Details) HTML 40K
76: R62 Income Taxes - comprehensive tax (Details) HTML 31K
77: R63 Income Taxes - Components of earnings before HTML 36K
income taxes (Details)
78: R64 Income Taxes - Provision for income taxes HTML 53K
(Details)
79: R65 Income Taxes - Effective Income Tax Rate HTML 51K
Reconciliation (Details)
80: R66 Income Taxes - Deferred Tax Assets Liabilities HTML 48K
(Details)
81: R67 Income Taxes - Valuation allowance (Details) HTML 29K
82: R68 Earnings (loss) per Share (Details) HTML 58K
83: R69 Stock Based Compensation (Details) HTML 61K
84: R70 Stock Based Compensation - Weighted Average HTML 38K
Assumptions (Details)
85: R71 Stock Based Compensation - Summary of Unvested HTML 54K
Stock Options (Details)
86: R72 Stock Based Compensation - Restricted Stock HTML 51K
(Details)
87: R73 Stockholder's Equity - Reorganization and HTML 97K
amendment (Details)
88: R74 Stockholder's Equity - Initial public offering HTML 74K
(Details)
89: R75 Non-Controlling Interests (Details) HTML 61K
90: R76 Customer Concentration (Details) HTML 39K
91: R77 Segments (Details) HTML 92K
92: R78 Related Parties (Details) HTML 44K
93: R79 Quarterly information (Details) HTML 63K
94: R80 Employee Benefit Plans (Details) HTML 34K
96: XML IDEA XML File -- Filing Summary XML 175K
95: EXCEL IDEA Workbook of Financial Reports XLSX 113K
9: EX-101.INS XBRL Instance -- petq-20181231 XML 3.76M
11: EX-101.CAL XBRL Calculations -- petq-20181231_cal XML 221K
12: EX-101.DEF XBRL Definitions -- petq-20181231_def XML 836K
13: EX-101.LAB XBRL Labels -- petq-20181231_lab XML 1.62M
14: EX-101.PRE XBRL Presentations -- petq-20181231_pre XML 1.23M
10: EX-101.SCH XBRL Schema -- petq-20181231 XSD 204K
97: ZIP XBRL Zipped Folder -- 0001558370-19-001855-xbrl Zip 240K
| petq_Ex1010 |
Exhibit 10.10
FIRST AMENDMENT
TO
SIXTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
PETIQ HOLDINGS, LLC
THIS FIRST AMENDMENT (this “Amendment”) TO THE SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PETIQ HOLDINGS, LLC (the “Company”), is effective as of January 5, 2018 (the “Effective Date”), is made, authorized, and approved by the undersigned Managing Member (as defined below). Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of July 20, 2017 (as amended or restated from time to time, the “Agreement”).
RECITALS:
WHEREAS, pursuant to Section 9.5 of the Agreement, the Agreement may be amended with the consent of PetIQ, Inc., a Delaware corporation (the “Managing Member”); and
WHEREAS, the Managing Member now desires to amend the Agreement as hereinafter provided.
NOW, THEREFORE, the Managing Member hereby agrees to amend the Agreement as follows:
AGREEMENT:
|
1. Section 1.1 of the Agreement is hereby amended by deleting the defined term “Weekly Exchange Date” and inserting the following defined term in the appropriate alphabetical order therein: |
“Monthly Exchange Date” means the First Exchange Date and the last Business Day of each month thereafter.
|
2. The first sentence of Section 3.8(a)(i) of the Agreement is hereby amended and restated as follows: |
“Subject to Section 3.8(a)(ii), and subject to adjustment as provided in this Section 3.8, (i) each Existing Member, (ii) each Permitted Transferree of an Existing Member; provided that such Permitted Transferee is a direct equityholder of an Existing Member as of the First Exchange Date and (iii) each Member admitted on or after January 5, 2018. (each, an “Exchange Member”) shall be entitled to exchange with the Company (or, if PetIQ so elects, with PetIQ), from and after the expiration or written waiver of the lock-ups imposed by the Underwriters (the “First Exchange Date”) and each subsequent Monthly Exchange Date, or upon the written waiver of the lock-ups by the Underwriters, the lesser of 1,000 Units or all of such Exchange Member’s Units, or such greater amount in increments of 1,000 Units free and clear of all liens, encumbrances, rights of first refusal, and the like; provided, the number of Units to be exchanged by an Exchange Member on each Monthly Exchange Date may not exceed the greater of (A) 20,000 Units or (B) 1/36th of the Units held by such Member as of the First Exchange Date or, if later, the date on which such Member first acquired any Units (the “Exchange Limitation”).”
|
3. The following sentence shall be added as the new last sentence of Section 3.8(a)(i) of the Agreement: |
AmericasActive:13104021.1
“Notwithstanding the foregoing, the Exchange Limitation set forth in this Section 3.8(a)(i) shall not apply with respect to an Exchange Member’s exchange of Units in connection with a registered offering consummated pursuant to the terms of (a) that certain Registration Rights Agreement, dated July 20, 2017, by and among the Managing Member and the other parties thereto or (b) a Registration Rights Agreement, entered into after January 5, 2018, by and among the Managing Member and certain newly admitted Members party thereto, as applicable.”
|
4. Section 3.8(b) and Section 3.8(c) of the Agreement are hereby amended to replace each reference to “Weekly Exchange Date” therein to “Monthly Exchange Date”. |
|
5. Section 3.8 and Section 7.3 of the Agreement are hereby amended to replace each reference to “Existing Member” therein to “Exchange Member”. |
|
6. The first sentence of Section 4.4 of the Agreement is hereby amended and restated as follows: |
“Each Member shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, the Managing Member and each other Person who is or who is deemed to be the responsible withholding agent for United States federal, state or local or foreign income tax purposes against all claims, liabilities and expenses of whatever nature relating to the Company’s, the Managing Member’s or such other Person’s obligation to withhold and to pay over, or otherwise to pay, any withholding or other taxes (including any taxes imposed by the Bipartisan Budget Act of 2015) payable by the Company, the Managing Member or any of their Affiliates with respect to such Member or as a result of such Member’s ownership of Units, Transfer of Units (including by Exchange) or participation in the Company. A Member’s obligation to pay or indemnify for a tax (and related interest and penalties) shall survive the Member selling or otherwise disposing of its interest in the Company and the termination, dissolution, liquidation, or winding up of the Company.”
|
7. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts of law provisions) of the State of Delaware. |
|
8. Except as amended herein, all terms and provisions contained in the Agreement shall remain in full force and effect. |
|
9. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original instrument and all of which together shall constitute a single instrument. Execution and delivery of this Amendment by electronic exchange bearing the copies of a party’s signature shall constitute a valid and binding execution and delivery of this Amendment by such party. Such electronic copies shall constitute enforceable original documents. |
[Signature page follows]
IN WITNESS WHEREOF, the undersigned Managing Member has executed this Amendment as of the date first set forth above.
MANAGING MEMBER:
|
|
|
PETIQ, INC.
|
|
By:_/s/ McCord Christensen_______________ |
|
|
[Signature Page to PetIQ Holdings, LLC - First Amendment to
Sixth Amended and Restated Limited Liability Company Agreement]
IN WITNESS WHEREOF, the undersigned Members have executed this Amendment as of the date first set forth above.
MEMBERS:
|
CHRISTENSEN VENTURES, LLC
|
|
By:_/s/ McCord Christensen_______________ |
[Signature Page to PetIQ Holdings, LLC - First Amendment to
Sixth Amended and Restated Limited Liability Company Agreement]
|
KENNEDY FAMILY INVESTMENTS, LLC
|
|
By:_/s/ Ronald Kennedy_______________ Title: Manager |
|
LABORE ET HONORE LLC TS F SERIES
|
|
By:_/s/ James N. Clarke_______________ |
|
|
|
LEBORE ET HONORE LLC TS E SERIES
|
|
By:_/s/ James N. Clarke_______________ |
|
LABORE ET HONORE LLC TS PREFERRED SERIES
|
|
By:_/s/ James N. Clarke_______________ |
|
LABORE ET HONORE LLC TS C SERIES
|
|
By:_/s/ James N. Clarke_______________ |
|
LABORE ET HONORE LLC TS FOUNDERS SERIES
|
|
By:_/s/ James N. Clarke_______________ |
|
|
|
THE JNC TRUST
|
|
By:_/s/ Andrea M. Clarke_______________ |
|
JAMES N. CLARKE IRREVOCABLE TRUST, dated December 27, 2012
|
|
By:_/s/ Andrea M. Clarke_______________ |
|
ANDREA M. CLARKE IRREVOCABLE TRUST, dated December 27, 2012
|
|
By:_/s/ James N. Clarke_______________ |
|
TRUE SCIENCE FOUNDERS, LLC
|
|
By:_/s/ Ronald Kennedy_______________ |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/12/19 | |||
| For Period end: | 12/31/18 | 4 | ||
| 1/5/18 | 8-K | |||
| 7/20/17 | 3, 8-A12B, CERTNAS, EFFECT, S-1/A, S-1MEF | |||
| 12/27/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 PetIQ, Inc. 10-K 12/31/23 116:13M Workiva Inc Wde… FA01/FA 3/01/23 PetIQ, Inc. 10-K 12/31/22 111:12M Workiva Inc Wde… FA01/FA 3/01/22 PetIQ, Inc. 10-K 12/31/21 97:12M Toppan Merrill Bridge/FA 3/01/21 PetIQ, Inc. 10-K 12/31/20 104:12M Toppan Merrill Bridge/FA 11/07/19 SEC UPLOAD¶ 12/09/19 2:39K PetIQ, Inc. 8/15/19 SEC UPLOAD¶ 12/09/19 2:50K PetIQ, Inc. |